Right of Golden Health to Abandon Sample Clauses

Right of Golden Health to Abandon. Golden Health’s Board of Directors shall have the right to abandon or terminate this Agreement if any of the following conditions shall not be true or shall not have occurred, as the case may be, as of the specified date or dates: (a) All representations and warranties of Joy Power and each Joy Power Shareholder contained in this Agreement shall be accurate when made and, in addition, shall be accurate as of the Closing Date as though such representations and warranties were then made in exactly the same language by Joy Power or the Joy Power Shareholders, as applicable, and regardless of knowledge or lack thereof on the part of Joy Power or the Joy Power Shareholders (as applicable) or changes beyond its control; as of the Closing Date, Joy Power and each Joy Power Shareholder shall have performed and complied with all covenants and agreements and satisfied all conditions required to be performed and complied with by it at or before the Closing Date, respectively, by this Agreement; and Golden Health shall have received a certificate executed by the chief executive officer and the chief financial officer of Joy Power and each Joy Power Shareholder, dated the Closing Date, to that effect. (b) Golden Health shall have received at the Closing Date certificates executed by the chief executive officer and the chief financial officer of Joy Power and of each Joy Power Shareholder as of such dates, to the effect that they have carefully examined the financial statements of Joy Power delivered to Golden Health pursuant hereto, as well as the Joy Power Disclosure Letter, and, to the best of their knowledge, (i) neither such financial statements, nor the Joy Power Disclosure Letter (A) contains an untrue statement of a material fact or (B) omits to state a material fact required to be stated therein or necessary to make the statements therein not false or misleading, provided in each case that such untrue statement or omission relates to information furnished by or on behalf of, or pertaining to, Joy Power or any Joy Power security holder, (ii) since the date hereof, no event with respect to Joy Power or any Joy Power security holder has occurred which should have been set forth in an amendment to either such financial statements or the Joy Power Disclosure Letter, which has not been set forth in such an amendment or supplement, and (iii) any contract, agreement, instrument, lease, or license regarding Joy Power required to be included in the Joy Power Disclosure L...
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